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~~ ~^ ~ ~~ ~. ~ ~~ ~ ~ c Q z: = ~ ~ ~ ~ ~ 7rafted b and Z ~ r~~tw _ v, vhen recorded, return to: ~ N ~ ~ ~ '~' rv ~ ~ ~mr~I O ~ .~..~ . ,ewis A. Eurleigh, 1sq. ~ _ ~ ~~ ~ )echert LLP D1 ~ ~ ~ ~ ~: r ri 27th Floor ~~ -~ ~ r_.;, '00 Clarendon Street ° o ~ ~~ , {oston, Massachusetts 02116 ~ ~' ~ ~ ~ a C rr~ .. ~ .~ .~ ""~ ~'1 ~7) cn CL7 cry SUBORDINATION, NON-DISTURBANCE ~ AND ATTORNMENT AGREEMENT `~j c~ ~ This Subordination, Non-Disturbance and Attornment Agreement (this "Agreement") is dated as ~J of December 30, 2009 among Hy-Vee, Inc., an Iowa corporation with an office at 5820 Westown Parkway, West Des Moines, Iowa 50266 ("Tenant"), Manufacturers and Traders Trust Company, as trustee having- an address at One M&T Plaza, Buffalo, New York 14203 ("Lender") and HVSL1, LLC, a Delaware limited liability company having an address c/o The Bentley Forbes Group, LLC, 10250 Constellation Boulevard, Los Angeles, California 90067 ("Landlord"). RECITALS A. Tenant is the tenant under a certain Lease with Landlord (the "Lease") dated as of December 30; 2009 of premises described in Exhibit A attached hereto and made a part hereof (the "Land"), together with the buildings and improvements located on the Land ("Improvements") (collectively, the "Trust Estate"). B. This Agreement is being entered into in connection with a mortgage loan (the "Loan") from Lender to Landlord, secured by, inter alias (a) a first mortgage or deed of trust on and of the Trust Estate (the "Security Instrument") dated as of even date herewith and being recorded contemporaneously with the recording hereof; and (b) a first assignment of lease and rents (the "Assignment of Lease and Rents") dated as of even date herewith and being recorded contemporaneously with the recording hereof. The Security Instrument and the Assignment of Lease and Rents are hereinafter collectively referred to as the "Loan Documents." AGREEMENT For mutual consideration, including the mutual covenants and agreements set forth below, the receipt,and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Tenant agrees that the Lease is and shall be, at the option of Lender upon notice to Tenant, at any time and from time to time, either subject and subordinate, or superior, to the Loan Documents and to all present or future advances under the obligations secured thereby and all renewals, amendments, modifications, consolidations, replacements and extensions of the secured obligations and the Loan Documents, to the full extent of all amounts secured by the Loan Documents from time to time. Such options of the Lender may be exercised an unlimited ~sasov~~.z.BUSnaESs